Second Amendment to Revolving Loan Agreement.



 EXHIBIT 4.3 
  
 PTC-3 
 7-12-04

  
 SECOND AMENDMENT TO REVOLVING LOAN AGREEMENT

  
 THIS SECOND AMENDMENT TO REVOLVING LOAN AGREEMENT,
dated and effective as of July 15, 2004 (the “Second Amendment”), is made and entered into by and between BROWN & BROWN, INC., a Florida corporation (the “Borrower”), and SUNTRUST
BANK, a Georgia corporation (the “Lender”). 
  
 WITNESSETH: 
  
 WHEREAS, on or about
September 29, 2003, the Borrower and the Lender entered into that certain Revolving Loan Agreement (the “Initial Revolving Loan Agreement”) providing for a revolving loan up to the maximum amount of $75,000,000 from the
Lender to the Borrower. Subsequently, that Initial Revolving Loan Agreement was amended by virtue of that certain First Amendment To Revolving Loan Agreement (the “First Amendment”) dated December 30, 2003. Hereafter, the
term “Initial Revolving Loan Agreement” includes the First Amendment; and 
  
 WHEREAS, the Initial Revolving Loan Agreement contained various restrictions on the ability of the Borrower to incur other debt including, but not
limited to, a restriction in Section 8.1(g) of the Initial Revolving Loan Agreement precluding the Borrower from incurring at any time any unsecured indebtedness exceeding the aggregate amount of $100,000,000; and 
  
 WHEREAS, the Borrower desires to incur unsecured indebtedness up to
the principal amount of $200,000,000 through the issuance of promissory notes to one or more investors (the “2004 Note Offering”); and 
  

WHEREAS, the Borrower and the Lender wish to amend the Initial Revolving Loan Agreement so as to permit, among other matters, the 2004 Note
Offering in accordance with the terms and conditions of this Second Amendment. 
  
 NOW, THEREFORE, in consideration of the mutual covenants made herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending
to be legally bound, agree as follows: 
  
 1.
Definitions. Unless defined in this Second Amendment, capitalized terms contained herein shall have the meaning set forth in the Initial Revolving Loan Agreement. 
  
 2. Amendment of Existing Definition. The following existing definitions contained in Article I of the Initial
Revolving Loan Agreement are hereby amended: 
  
 “Material Subsidiary” shall mean (a) each Subsidiary designated as such in Schedule 6.1 hereto, and (b) each other Wholly Owned Subsidiary of Borrower, now existing or hereinafter established or
acquired, that at any time prior to the Maturity Date, has either (i) at an annualized basis, net income which generates one and one-half percent (1.5%) or more of the Consolidated Net Income; provided, however, if the
aggregate net income of the Borrower and its Material Subsidiaries is at any time less than eighty percent (80%) of Consolidated Net Income, then the one and one-half percent (1.5%) trigger set forth herein will be reduced to such a figure so that
the aggregate net income of the Borrower and its Material Subsidiaries (based on said reduced trigger amount) is not less than eighty percent (80%) of the Consolidated Net Income of the Borrower, or (ii) any Material Assets. 







 3. New Definitions. The following definitions are added to Article I of the Initial
Revolving Loan Agreement: 
  
 “2004 Note
Offering” shall mean that certain transaction by which the Borrower has incurred Indebtedness up to the maximum principal amount of $200,000,000 all pursuant to the 2004 Note Purchase Agreement. 
  
 “2004 Note Purchase Agreement” shall mean that
certain Note Purchase Agreement between the Borrower and the Purchaser’s scheduled thereto and dated July 15, 2004 by which the Borrower has issued both Series A Notes and Series B Notes, as in effect as of the date of this Second Amendment, as
the same may be amended or modified from time to time. 
  
 4.
Amendment to Initial Revolving Loan Agreement. The Initial Revolving Loan Agreement is hereby amended as follows: 
  
 (a) Section 6.25 of the Initial Revolving Loan Agreement captioned, “Guarantors – Income Requirement” is hereby amended in
its entirety to read as follows: 
  
 “Section 6.25 Guarantors – Income Requirement. The aggregate net income of the Borrower and the Guarantors, on an annualized basis, is not less than eighty percent (80%) of the Consolidated Net Income.”

  
 (b) Section 7.8 of the Initial Revolving Loan Agreement
captioned “Maintain the Following Financial Covenants” is hereby amended in its entirety to read as follows: 
  
 “Section 7.8 Maintain the Following Financial Covenants. 
  
 (a) Consolidated Net Worth of a minimum of the sum of (i) $400,000,000 plus (ii) 50% of
cumulative positive Net Income after September 30, 2003, plus (iii) 100% of net cash raised through contribution or issuance of new equity, less (iv) receivables from affiliates. 
  
 (b) A Fixed Charge Coverage Ratio of not less than 2.50 to
1.00 (The Fixed Charge Coverage Ratio means, at the end of any fiscal quarter, the ratio of (a) the sum of (i) Consolidated EBITDA plus (ii) Consolidated Rental Expense, both calculated for the period of four consecutive fiscal quarters then
ended to (b) the sum of (i) Consolidated Interest Expense plus (ii) Consolidated Rental Expense, both calculated for such period.) 
  
 (c) A ratio of Consolidated Net Indebtedness as of the end of any fiscal year of the Company to Consolidated EBIDTA, for the period of
four consecutive fiscal quarters of the Company ending with and including such fiscal quarter, not greater than 2.75 to 1.00. 
  
 The foregoing covenants will be tested quarterly.” 
  
 (c) There is hereby added the following sentence at the end of Section 7.10 captioned “Additional Guarantors”:

  
 “Upon the request of the Borrower, the
Lender will from time to time consider releasing the Guaranty of a Subsidiary who is not a Material Subsidiary provided that (i) no Event of Default then exists or would exist immediately after the release of said Subsidiary Guaranty, (ii) the
circumstances or conditions by which said Subsidiary was no longer a Material Subsidiary was not otherwise prohibited under this Agreement, and (iii) the remaining Subsidiaries satisfy the financial covenants and requirements set forth in the
defined term of “Material Subsidiary”. For a Subsidiary to be released hereunder, the written approval and consent of the Lender will be required.” 
  

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 (d) There is hereby added to Section 8.1 of the Initial Revolving Loan Agreement the
following subsection (h): 
  
 “(h) Unsecured
Indebtedness not to exceed at any time the aggregate amount of $200,000,000 due under the 2004 Note Offering.” 
  
 (e) Section 8.8 of the Initial Revolving Loan Agreement captioned “Optional Prepayments” is hereby amended in its entirety to read
as follows: 
  
 “Section 8.8 Optional
Prepayments. Directly or indirectly, prepay, purchase, redeem, retire, defease or otherwise acquire, or make any optional payment on account of any principal of, interest on, or premium payable in connection with the optional prepayment,
redemption or retirement of, any of its Indebtedness, or give a notice of redemption with respect to any such Indebtedness, or make any payment in violation of the subordination provisions of any Subordinated Debt, except with respect to (a) the
Obligations under this Agreement and the Notes, (b) prepayments of Indebtedness outstanding pursuant to revolving credit, overdraft and line of credit facilities permitted pursuant to Section 8.1 (c), (d), (g) and (h), (c) Intercompany
Loans made or outstanding pursuant to Section 8.1(e), (d) Intercompany Loans where both Consolidated Companies are not Credit Parties made or outstanding pursuant to Section 8.1 upon the prior written consent of the
Lender, (e) Subordinated Debt, upon the prior written consent, of the Lender, and (f) Indebtedness under the 2004 Note Purchase Agreement.” 
  
 (f) Section 8.11 of the Initial Revolving Loan Agreement captioned “Additional Negative Pledges” is hereby amended in its entirety
to read as follows: 
  
 “Section 8.11
Additional Negative Pledges. Create or otherwise cause or suffer to exist or become effective, directly or indirectly, any prohibition or restriction on the creation or existence of any Lien upon any asset of any Consolidated Company,
other than pursuant to (a) the terms of any agreement, instrument or other document pursuant to which any Indebtedness permitted by Section 8.2(b) is incurred by any Consolidated Company, so long as such prohibition or restriction
applies only to the property or asset being financed by such Indebtedness, (b) any requirement of applicable law or any regulatory authority having jurisdiction over any of the Consolidated Companies, and (c) any such provisions contained in the
2004 Note Purchase Agreement.” 
  
 (g) Section 8.12 of the
Initial Revolving Loan Agreement captioned “Limitation on Payment Restrictions Affecting Consolidated Companies” is hereby amended in its entirety to read as follows: 
  
 “Section 8.12 Limitation on Payment Restrictions
Affecting Consolidated Companies. Create or otherwise cause or suffer to exist or become effective, any consensual encumbrance or restriction on the ability of any Consolidated Company to (a) pay dividends or make any other distributions on
such Consolidated Company’s stock, or (b) pay any indebtedness owed to Borrower or any other Consolidated Company, or (c) transfer any of its property or assets to Borrower or any other Consolidated Company, except in each case any consensual
encumbrance or restriction existing under the Credit Documents, or those restrictions as are contained in the 2004 Note Purchase Agreement.” 
  
 (h) Section 8.17 of the Initial Revolving Loan Agreement captioned “Guaranties” is hereby amended in its entirety to read as
follows: 
  
 “Section 8.17
Guaranties. Without the prior written consent of the Lender, extend or execute any Guaranty other than (a) endorsements of instruments for deposit or collection in the ordinary and normal course of business, (b) Guaranties acceptable in
writing to the Lender, and (c) Guaranties for obligations of any Consolidated Subsidiary, provided, however, said Guaranteed Indebtedness under this subparagraph (c) will not exceed the aggregate amount of $10,000,000
without the prior written consent of the Lender, and (d) Guaranties of Subsidiaries in connection with the 2004 Note Purchase Agreement.” 
  

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 (i) Section 8.18 of the Initial Revolving Loan Agreement captioned “Changes in Debt
Instruments” is hereby amended in its entirety to read as follows: 
  
 “Section 8.18 Changes in Debt Instruments. Without the prior written consent of the Lender, enter into any amendment,
change or modification of any agreement relating to any Indebtedness (excluding Indebtedness described in the 2004 Note Purchase Agreement); provided, however, the foregoing restrictions shall not prohibit any such
amendment, change or modification where (a) it relates solely to an extension of a maturity date if said Indebtedness is not already in default, and (b) other changes in said agreements which are not material; provided,
however, if said amendment, change or modification constitutes the waiver of any default condition under said agreement, notice of said matter along with a copy of said amendment, change or modification shall be given to the
Lender.” 
  
 5. Ratification. Except as
modified by this Second Amendment, the parties do hereby confirm and ratify the Initial Revolving Loan Agreement. Hereafter, the term “Revolving Loan Agreement” means and includes this Second Amendment. 
  
 6. Conflicts Between Term Loan and Revolving Loan. In addition
to the term loan evidenced by the Revolving Loan Agreement, the Lender has also extended to the Borrower a separate and distinct term loan which is evidenced by that certain Amended and Restated Revolving and Term Loan Agreement (as amended or
modified, the “Term Loan Agreement”) dated January 3, 2001, as amended by that certain First Amendment to Amended and Restated Revolving and Term Loan Agreement dated July 15, 2004. To the extent there is a conflict in the
provisions of said Term Loan Agreement and Revolving Loan Agreement in the Articles relating to Affirmative Covenants or Negative Covenants (including any definitions relating to or used in said Affirmative or Negative Covenants), the terms and
conditions of the Revolving Loan Agreement shall govern. 
  
 Signature Page Follows 
  

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 SIGNATURE PAGE TO SECOND AMENDMENT TO REVOLVING LOAN AGREEMENT 
  
 IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to Revolving Loan Agreement to be duly executed and delivered by their duly authorized officers as of the day and year first above written. 
  

			
	 	 	BORROWER:
		
	 	 	BROWN & BROWN, INC.
		
	 Address for Notices:
	 	 By: /S/ CORY T. WALKER


	 	 	         Cory T. Walker, Senior Vice President, Treasurer

	 220 South Ridgewood Avenue
	 	 and Chief Financial Officer

	 Daytona Beach, Florida 23115-2412
	 	 
	 Attention: Cory T. Walker
	 	 
	 Telephone No.: (386) 239-7250
	 	 
	 Telecopy No.: (386) 239-7252
	 	 
		
	 With a copy to:
	 	 
		
	 Laurel L. Grammig
	 	 
	 General Counsel
	 	 
	BROWN & BROWN, INC.	 	 
	 401 East Jackson Street
	 	 
	 Suite 1700
	 	 
	 Tampa, Florida 33602
	 	 
	 Telephone No.: (813) 222-4277
	 	 
	 Telecopy No.: (813) 222-4464
	 	 
		
	 	 	LENDER:
		
	 	 	SUNTRUST BANK
		
	 Address for Notices:
	 	 By: /S/ EDWARD WOOTEN


	 	 	         Edward Wooten, Director

	 SunTrust Bank
	 	 
	 Mail Code FL-Orlando-1106
	 	 
	 200 South Orange Avenue
	 	 
	 Tower 10
	 	 
	 Orlando, FL 32801
	 	 
	 Telephone: (407) 237-6855
	 	 
	 Telecopy: (407) 237-4076
	 	 

  

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